AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ________________, 2000
REGISTRATION NO. 333-_______
U. S. SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
.......................................................
GERBER SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
......................................................
Connecticut 06-0640743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
................................................................................
83 Gerber Road West
South Windsor, CT 06074
(860) 644-1551
(Address, including zip code, and telephone number
of Principal Executive Offices)
................................................................................
GERBER SCIENTIFIC, INC. 2000-2004
EXECUTIVE ANNUAL INCENTIVE BONUS PLAN
(Full title of the plan)
................................................................................
Richard F. Treacy, Jr.
83 Gerber Road West
South Windsor, CT 06074
(860) 644-1551
(Name, address and telephone number of agent for service)
Copies to:
Robert E. McLaughlin
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, DC 20036
(202) 429-3000
................................................................................
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CALCULATION OF REGISTRATION FEE
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<TABLE>
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE REGISTRATION FEE
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<S> <C>
Common Stock
($1.00 par value 500,000 shares (2) $11.75 $5,875,000 $1,551
per share)
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</TABLE>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share is estimated solely for the purpose
of calculating the registration fee and is based upon the average of
the high and low sales prices of the common stock of the registrant as
reported on the New York Stock Exchange on June 19, 2000, a date
within five business days of the date on which this registration
statement is being filed.
(2) Plus, in accordance with Rule 416 under the Securities Act of 1933, as
amended, such indeterminate number of additional shares as may become
issuable pursuant to anti-dilution provisions of the Plan.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the participants in the Plan as required by Rule 428(b)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with the Commission as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(1) Gerber Scientific, Inc.'s (the "Company") Annual Report on Form
10-K for the fiscal year ended April 30, 1999.
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 31, 1999, October 31, 1999 and January 31,
2000.
(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the
Annual Report on Form 10-K.
(4) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company with the
Commission pursuant to Section 12 of the Exchange Act, together
with any amendments or reports filed for the purpose of updating
such description.
All reports and other documents filed by the Company pursuant to Sections
13(a) 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to the filing of a post-effective amendment,
which indicates that all securities offered hereunder have been sold, or which
deregisters all securities then remaining unsold under this Registration
Statement, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 33-770 to 33-778 of the Connecticut Business Corporation Act give
corporations the power to indemnify officers and directors under certain
circumstances. Article III of the Registrant's by-laws provides for
indemnification of officers and directors to the fullest extent permitted by
applicable law. Further, the Executive Annual Incentive Bonus Plan provides for
indemnification by the Company of members of the Registrant's Board of Directors
and Management Development and Compensation Committee from and against any and
all losses, costs, expenses and liabilities (including attorney's fees and
amounts paid, with the approval of the Board of Directors, in settlement of any
claim) arising out of or resulting from any action taken or failure to act under
the Plan, except that the Registrant will not indemnify such member concerning a
judgment in favor of the Registrant based upon a finding of the member's lack of
good faith. In addition, the Registrant maintains directors' and officers'
reimbursement and liability insurance with National Union Fire Insurance Company
pursuant to standard form policies with an aggregate limit of $25 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Gerber Scientific, Inc. 2000-2004 Executive Annual Incentive
Bonus Plan (previously filed as Appendix A to the Gerber
Scientific, Inc. definitive proxy statement for the 1999
Annual Meeting of Shareholders held on September 15, 1999 and
incorporated herein by reference)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
5 836386
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the
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<PAGE>
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of South Windsor, State of Connecticut, on ____________,
2000.
GERBER SCIENTIFIC, INC.
By:___________________________
Michael J. Cheshire
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Michael J. Cheshire and Richard F. Treacy, Jr., and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign any post-effective amendments to this Registration Statement, and any
and all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, grants to said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
--------------------------- Chairman of the Board, _____________, 2000
Michael J. Cheshire President, and Chief
Executive Officer
(Principal Executive Officer)
--------------------------- Senior Vice President, Finance _____________, 2000
Gary K. Bennett (Principal Financial and
Accounting Officer)
Director _____________, 2000
---------------------------
Donald P. Aiken
Director _____________, 2000
---------------------------
George M. Gentile
Director _____________, 2000
---------------------------
David J. Gerber
Director _____________, 2000
---------------------------
Edward E. Hood, Jr.
Director _____________, 2000
---------------------------
David J. Logan
Director _____________, 2000
---------------------------
Carole F. St. Mark
Director _____________, 2000
---------------------------
A. Robert Towbin
Director _____________, 2000
---------------------------
William Jerome Vereen
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
------- ---------------------- ----
4.1 Gerber Scientific, Inc., 2000-2004
Executive Annual Incentive Bonus Plan (previously
filed as Appendix A to the Gerber Scientific, Inc.
definitive proxy statement for the 1999 Annual
Meeting of Shareholders held on September 15, 1999
and incorporated herein by reference)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.1
_____________, 2000
Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT 06074
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of up to Five-Hundred-Thousand (500,000) shares of Common Stock (the
"Shares") of Gerber Scientific, Inc. (the "Company") to be issued pursuant to
the Company's 2000-2004 Executive Annual Incentive Bonus Plan, we have examined
the Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission (the "Registration Statement"), corporate
records, certificates of public officials, and such other documents as we deemed
appropriate or necessary for the purpose of rendering this opinion.
Based on the foregoing, it is our opinion that the Shares of the Company covered
by the Registration Statement have been duly authorized, and, when issued, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STEPTOE & JOHNSON LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Gerber Scientific, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Gerber Scientific, Inc. of our report dated May 26, 1999 relating to
the consolidated balance sheet of Gerber Scientific, Inc. and subsidiaries as of
April 30, 1999 and April 30, 1998 and the related consolidated statement of
earnings, changes in shareholders' equity and cash flows for each of the years
in the three-year period ended April 30, 1999, which report is incorporated by
reference in the annual report of Gerber Scientific, Inc. on Form 10-K for the
fiscal year ended April 30, 1999.
KPMG LLP
Hartford, Connecticut
__________ ____, 2000
